GPT GROUP — Capital/Financing Update 2015

Jan 20, 2015

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EQUITY RAISING GPT 21 January 2015

Redemption of Exchangeable Securities and Equity Raising

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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IMPORTANT NOTICES

Not an offer

Nothing in this announcement constitutes an offer of securities for sale or an offer to purchase any securities, or an invitation to any person to make such an offer, in any jurisdiction.

This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States. The securities to be offered and sold in the institutional placement have not been, and will not be, registered under the U.S. Securities Act of 1933 (the "Securities Act") or the securities laws of any state or other jurisdiction of the United States. Securities may not be offered or sold in the United States absent registration under the Securities Act or an exemption from registration. Accordingly, the securities to be offered and sold in the institutional placement may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable U.S. state securities laws.

Forward looking statements

Certain statements in this presentation, including statements regarding GPT’s expected FY14 results, its distribution guidance and outlook for FY15 and the execution of the equity placement and the redemption of the Exchangeable Securities and the consequences thereof, are forward looking statements. Forward looking words such as, “strategy”, “expect”, “should”, “could”, “may”, “predict”, “plan”, “will”, “believe”, “forecast”, “estimate”, “target” and other similar expressions are intended to identify forward ‐ looking statements within the meaning of securities laws of applicable jurisdictions. These forward-looking statements reflect various assumptions and estimates that may or may not be correct. Accordingly, these statements are not guarantees of future performance and involve known and unknown risks, uncertainties and contingencies that may be beyond the control of GPT and which could cause actual results or trends to differ materially from those expressed or implied in such statements. Consequently, there can be no assurance that such statements and projections will be realised. Neither GPT, or any of its affiliates, advisers, consultants, agents or any of their respective officers or employees make any representations as to the accuracy or ‐ completeness of any such statement of projections or that any guidance will be achieved. Such forward looking statements only speak as to the date of this announcement and GPT assumes no obligation to update such information.

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KEY POINTS

Redemption of Exchangeable Securities, Equity Raising and Earnings Update

Redemption of Exchangeable Securities

• GPT to redeem Exchangeable Securities owned by GIC for $325 million, plus accrued distribution

Equity Raising

• Redemption to be funded with an equity raising, comprising a $325 million fully underwritten institutional placement and a non-underwritten security purchase plan

FY14 key financial results[1 ]

• FFO[2] per security growth of 4.1%, in line with previous guidance

• Total return of 9.6% exceeding the Group target of 9%

2015 Guidance

• FFO per security growth of 5%[3 ]

• Subject to completion of the review of GPT’s accounts by its Auditors and Board

• FFO is defined as Funds From Operations

• Excluding the impact of the transaction

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2014 KEY FINANCIAL RESULTS[1 ]

Delivering on strategy and well positioned for growth

4.1%

2014 FFO per security growth

Competitive returns in 2014

• FFO of $452 million, representing FFO per security growth of 4.1% compared to 2013

• NTA per security of $3.94, representing an increase of 15 cents per security compared to 31 December 2013

4.0%

NTA growth

• Total Return of 9.6%, exceeding the long-term Group target of 9%

Strong capital position

• Balance sheet continues to be in a strong position

9.6%

Total Return

• Group remains well placed to capitalise on opportunities

2015 Guidance

FFO per security growth guidance of 5% is driven by:

26.4% Net Gearing

• Strong office leasing momentum, active portfolio management, and benefits from high exposure to Sydney and Melbourne

• Retail occupancy remains high against a backdrop of improving sales

5.0% 2015 FFO per security growth guidance[2 ]

• Logistics development business delivering high quality assets and attractive returns

• Funds Management business demonstrating strength of model

• 1.Subject to completion of the review of GPT’s accounts by its Auditors and Board

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TRANSACTION BENEFITS

Strong balance sheet and improved WACC

 Repurchasing the Exchangeable Securities on attractive terms

• Transaction is accretive to 2015 FFO per security on an equity funded basis

 Maintaining a strong balance sheet

• Fully underwritten equity raising of $325 million and Security Purchase Plan (“SPP”) capped at $50 million

• Replaces accounting equity with permanent equity, allowing GPT to maintain its net gearing investment capacity at current levels

• Enhanced balance sheet flexibility

• Equitable treatment of retail investors

 Lower weighted average cost of capital

• Removing perpetual 10% p.a. fixed coupon and replacing with the cost of ordinary equity

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EQUITY RAISING

Fully underwritten institutional placement

Institutional Placement

• $325 million fully underwritten Placement to institutional investors

• Conducted following market close on 21 January, 2015

• New Placement securities will be issued at a fixed price of $4.23 per security

• Represents a 3% discount to the GPT closing price on 21 January, 2015

• New Placement securities will rank equally with existing GPT securities, with full entitlement to the distribution for the six months ending 30 June 2015

• Eligible securityholders[1] will be offered the opportunity to subscribe for GPT securities via a non-underwritten security purchase plan (SPP)

• Eligible securityholders may apply for up to $15,000 of new securities, free of brokerage and transaction costs

• Further information on the SPP will be lodged with the ASX and sent to eligible securityholders in due course

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1. In Australia and New Zealand

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2015 TARGET & OUTLOOK

Earnings outlook driven by portfolio performance

• Earnings guidance: FFO per security growth of 5%[1 ]

• Distribution payout ratio: 100% of AFFO

• Targeting Total Return > 9%

Outlook

• The Group remains in a strong capital position with an improved WACC

• Leasing success, particularly in the office sector, driving growth in 2015

• Retail portfolio metrics solid and positioned well for the year ahead

• Logistics development continuing to deliver strong returns and value creation to the business

• Funds Management business well positioned in 2015, with proven access to investment product and capital, and strong performance

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1. Excluding the impact of the transaction

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IMPORTANT INFORMATION

International Offer Restrictions

This document does not constitute an offer of new stapled securities ("New Securities") of the Group in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and the New Securities may not be offered or sold, in any country outside Australia except to the extent permitted below.

Canada (British Columbia, Ontario and Quebec provinces)

This document constitutes an offering of New Securities only in the Provinces of British Columbia, Ontario and Quebec (the "Provinces") and to those persons to whom they may be lawfully distributed in the Provinces, and only by persons permitted to sell such New Securities. This document is not, and under no circumstances is to be construed as, an advertisement or a public offering of securities in the Provinces. This document may only be distributed in the Provinces to persons that are "accredited investors" within the meaning of NI 45-106 – Prospectus and Registration Exemptions, of the Canadian Securities Administrators.

No securities commission or similar authority in the Provinces has reviewed or in any way passed upon this document, the merits of the New Securities or the offering of New Securities and any representation to the contrary is an offence.

No prospectus has been, or will be, filed in the Provinces with respect to the offering of New Securities or the resale of such securities. Any person in the Provinces lawfully participating in the offer will not receive the information, legal rights or protections that would be afforded had a prospectus been filed and receipted by the securities regulator in the applicable Province. Furthermore, any resale of the New Securities in the Provinces must be made in accordance with applicable Canadian securities laws which may require resales to be made in accordance with exemptions from dealer registration and prospectus requirements. These resale restrictions may in some circumstances apply to resales of the New Securities outside Canada and, as a result, Canadian purchasers should seek legal advice prior to any resale of the New Securities.

The Group, and the directors and officers of the Group, may be located outside Canada, and as a result, it may not be possible for Canadian purchasers to effect service of process within Canada upon the Group or its directors or officers. All or a substantial portion of the assets of the Group and such persons may be located outside Canada, and as a result, it may not be possible to satisfy a judgment against the Group or such persons in Canada or to enforce a judgment obtained in Canadian courts against the Group or such persons outside Canada.

Any financial information contained in this document has been prepared in accordance with Australian Accounting Standards and also comply with International Financial Reporting Standards and interpretations issued by the International Accounting Standards Board.

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IMPORTANT INFORMATION (CONT.)

Unless stated otherwise, all dollar amounts contained in this document are in Australian dollars.

Statutory rights of action for damages and rescission

Securities legislation in certain of the Provinces may provide purchasers with, in addition to any other rights they may have at law, rights of rescission or to damages, or both, when an offering memorandum that is delivered to purchasers contains a misrepresentation. These rights and remedies must be exercised within prescribed time limits and are subject to the defenses contained in applicable securities legislation. Prospective purchasers should refer to the applicable provisions of the securities legislation of their respective Province for the particulars of these rights or consult with a legal adviser.

The following is a summary of the statutory rights of rescission or to damages, or both, available to purchasers in Ontario. In Ontario, every purchaser of the New Securities purchased pursuant to this document (other than (a) a "Canadian financial institution" or a "Schedule III bank" (each as defined in NI 45-106), (b) the Business Development Bank of Canada or (c) a subsidiary of any person referred to in (a) or (b) above, if the person owns all the voting securities of the subsidiary, except the voting securities required by law to be owned by the directors of that subsidiary) shall have a statutory right of action for damages and/or rescission against the Group if this document or any amendment thereto contains a misrepresentation. If a purchaser elects to exercise the right of action for rescission, the purchaser will have no right of action for damages against the Group. This right of action for rescission or damages is in addition to and without derogation from any other right the purchaser may have at law. In particular, Section 130.1 of the Securities Act (Ontario) provides that, if this document contains a misrepresentation, a purchaser who purchases the New Securities during the period of distribution shall be deemed to have relied on the misrepresentation if it was a misrepresentation at the time of purchase and has a right of action for damages or, alternatively, may elect to exercise a right of rescission against the Group, provided that (a) the Group will not be liable if it proves that the purchaser purchased the New Securities with knowledge of the misrepresentation; (b) in an action for damages, the Group is not liable for all or any portion of the damages that the Group proves does not represent the depreciation in value of the New Securities as a result of the misrepresentation relied upon; and (c) in no case shall the amount recoverable exceed the price at which the New Securities were offered.

Section 138 of the Securities Act (Ontario) provides that no action shall be commenced to enforce these rights more than (a) in the case of any action for rescission, 180 days after the date of the transaction that gave rise to the cause of action; or (b) in the case of any action, other than an action for rescission, the earlier of (i) 180 days after the purchaser first had knowledge of the fact giving rise to the cause of action or (ii) three years after the date of the transaction that gave rise to the cause of action.

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IMPORTANT INFORMATION (CONT.)

These rights are in addition to and not in derogation from any other right the purchaser may have.

Certain Canadian income tax considerations. Prospective purchasers of the New Securities should consult their own tax adviser with respect to any taxes payable in connection with the acquisition, holding or disposition of the New Securities as any discussion of taxation related matters in this document is not a comprehensive description and there are a number of substantive Canadian tax compliance requirements for investors in the Provinces.

Language of documents in Canada. Upon receipt of this document, each investor in Canada hereby confirms that it has expressly requested that all documents evidencing or relating in any way to the sale of the New Securities (including for greater certainty any purchase confirmation or any notice) be drawn up in the English language only. Par la réception de ce document, chaque investisseur canadien confirme par les présentes qu’il a expressément exigé que tous les documents faisant foi ou se rapportant de quelque manière que ce soit à la vente des valeurs mobilières décrites aux présentes (incluant, pour plus de certitude, toute confirmation d’achat ou tout avis) soient rédigés en anglais seulement.

China

The information in this document does not constitute a public offer of the New Securities, whether by way of sale or subscription, in the People's Republic of China (excluding, for purposes of this paragraph, Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan). The New Securities may not be offered or sold directly or indirectly in the PRC to legal or natural persons other than directly to "qualified domestic institutional investors".

Hong Kong

WARNING: This document has not been, and will not be, authorized by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the "SFO"). No action has been taken in Hong Kong to authorize this document or to permit the distribution of this document or any documents issued in connection with it. Accordingly, the New Securities have not been and will not be offered or sold in Hong Kong other than to “professional investors" (as defined in the SFO).

No advertisement, invitation or document relating to the New Securities has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the New Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors as defined in the SFO and any rules made under that ordinance.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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IMPORTANT INFORMATION (CONT.)

The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this document, you should obtain independent professional advice.

New Zealand

This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (the "FMC Act"). The New Securities are not being offered or sold in New Zealand (or allotted with a view to being offered for sale in New Zealand) other than to a person who:

• is an investment business;

• meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act;

• is large within the meaning of clause 39 of Schedule 1 of the FMC Act;

• is a government agency; or

• subscribes, or has subscribed, for securities that have a minimum amount payable of at least NZ$750,000.

Singapore

This document has not been registered as a prospectus with the Monetary Authority of Singapore ("MAS") and, accordingly, statutory liability under the Securities and Futures Act, Chapter 289 (the "SFA") in relation to the content of prospectuses does not apply, and you should consider carefully whether the investment is suitable for you. The issuer is not authorised or recognised by the MAS and the New Securities are not allowed to be offered to the retail public. This document and any other document or material in connection with the offer or sale, or invitation for subscription or purchase of the New Securities may not be circulated or distributed, nor may the New Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except to "institutional investors" (as defined in the SFA), or otherwise pursuant to, and in accordance with the conditions of, any other applicable provisions of the SFA.

This document has been given to you on the basis that you are an "institutional investor" (as defined under the SFA). In the event that you are not an institutional investor, please return this document immediately. You may not forward or circulate this document to any other person in Singapore.

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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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IMPORTANT INFORMATION (CONT.)

Any offer is not made to you with a view to the New Securities being subsequently offered for sale to any other party. You are advised to acquaint yourself with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

South Africa

This document does not, nor is it intended to, constitute a prospectus prepared and registered under the South African Companies Act and may not be distributed to the public in South Africa.

An entity or institution resident in South Africa may not implement participation in the Offer unless (i) permitted under the South African Exchange Control Regulations or (ii) a specific approval has been obtained from an authorised foreign exchange dealer in South Africa or the Financial Surveillance Department of the South African Reserve Bank.

Switzerland

The New Securities may not be distributed in Switzerland and will not be listed on the SIX Swiss Exchange ("SIX") or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the New Securities may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering or marketing material relating to the New Securities have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of New Securities will not be supervised by, the Swiss Financial Market Supervisory Authority (FINMA), and the offer of New Securities has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes ("CISA"). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of New Securities.

This document is personal to the recipient only and not for general circulation in Switzerland.

United Arab Emirates

This document has not been approved, disapproved or passed on in any way by the Central Bank of the United Arab Emirates (“UAE”), the UAE Securities and Commodities Authority (the “SCA”) or any other authority in the UAE. The Group has not received authorization or licensing from the Central Bank of the UAE , the SCA or any other authority in the UAE to market or sell New

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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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IMPORTANT INFORMATION (CONT.)

Securities within the UAE. Nothing in connection with the offer of the New Securities, including the receipt of applications and/or the allotment of securities in the Group, have been or will be rendered within the UAE by the Group. Nothing contained in this document is intended to constitute UAE investment, legal, tax, accounting or other professional advice. Prospective investors should consult with an appropriate professional for specific advice rendered on the basis of their situation. The New Securities may only be offered and sold to UAE legal entities:

• that are federal or local governments or governmental authorities;

• whose primary purpose is to invest in securities and that are acquiring the New Securities for their own account and not on behalf of clients; or

• that are investment managers who have authority to make investment decisions on behalf of clients.

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